Pierre Naude - Jan 7, 2022 Form 4 Insider Report for nCino, Inc. (NCNO)

Role
CEO, Director
Signature
/s/ Jeanette Sellers, Attorney-in-Fact for Pierre Naude
Stock symbol
NCNO
Transactions as of
Jan 7, 2022
Transactions value $
$0
Form type
4
Date filed
1/11/2022, 03:25 PM
Previous filing
Dec 17, 2021
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NCNO Common Stock Award +532K 532K Jan 7, 2022 Direct F1, F2, F3
transaction NCNO Common Stock Award +246K +46.25% 778K Jan 7, 2022 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the "Merger Agreement"), by and among nCino, Inc., a Delaware corporation ("old nCino"), Penny HoldCo, Inc., a Delaware corporation and, at the time, a wholly owned subsidiary of old nCino (the "Issuer"), SimpleNexus, LLC, a Utah limited liability company (the "SimpleNexus"), and certain other parties, effective January 7, 2022, among other things: (i) old nCino merged with a merger sub and survived such merger as a wholly owned subsidiary of the Issuer (the "nCino Merger"); (ii) certain blocker merger sub entities merged with and into the respective corresponding blocker entity, with each of the respective blocker entities surviving as a wholly owned subsidiary of the Issuer; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of the Issuer (the mergers contemplated in clauses (i) - (iii) hereof, collectively, the "Mergers").
F2 Upon completion of the Mergers, the Issuer changed its name to nCino, Inc.
F3 Pursuant to the Merger Agreement, at the effective time of the nCino Merger (the "Effective Time"), each share of old nCino common stock, par value $0.0005 per share, ("Old nCino Shares") converted automatically into one share of common stock, par value $0.0005 per share, of the Issuer ("Shares"). As of January 7, 2022, the closing market price of the old nCino Shares was $50.82.
F4 Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit granted by Old nCino ("Old nCino RSU") converted automatically into a restricted stock unit of the Issuer on substantially the same terms and conditions (including vesting and delivery schedule) as applied to such Old nCino RSU immediately prior to the Effective Time.